0001104659-12-036014 Sample Contracts

Form of Restricted Stock Unit Contract for Non-Employee Directors (Not Transferable)
Restricted Stock Unit Contract • May 10th, 2012 • Arch Coal Inc • Bituminous coal & lignite surface mining • Delaware

This Contract, by and between Arch Coal, Inc., a Delaware corporation (the “Company”), and (the “Participant”), is made and entered into to evidence the regular annual award of restricted stock units (“Units”) to the Participant. The award of the Units is subject to the provisions of the Arch Coal, Inc. 1997 Stock Incentive Plan, as amended from time to time (the “Plan”), a copy of which has been made available to the Participant, and to the terms and conditions set forth below, which constitute the entire understanding between the Company and the Participant with respect to this Contract.

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Form of Restricted Stock Unit Contract (Not Transferable)
Restricted Stock Unit Contract • May 10th, 2012 • Arch Coal Inc • Bituminous coal & lignite surface mining • Delaware

This Contract, by and between Arch Coal, Inc., a Delaware corporation (the “Company”), and (the “Participant”), is made and entered into as a separate inducement in connection with the Participant’s employment and not in lieu of any salary or other compensation for the Participant’s services, pursuant to which the company has awarded, restricted stock units (“Units”) to the Participant, subject to the provisions of the Arch Coal, Inc. 1997 Stock Incentive Plan, as amended from time to time (the “Plan”), a copy of which has been made available to the Participant, and to the terms and conditions set forth below, which constitute the entire understanding between the Company and the Participant with respect to this Contract.

Form of Award Agreement (Non-Qualified Stock Option)
Award Agreement (Non-Qualified Stock Option) • May 10th, 2012 • Arch Coal Inc • Bituminous coal & lignite surface mining

Arch Coal, Inc. (the “Company”) hereby confirms this grant of a non-qualified stock option to purchase shares of Arch Coal, Inc. common stock (the “Option”) to the above-named employee (“Participant”). The terms of this Award Agreement and the 1997 Stock Incentive Plan, as amended (the “Plan”), shall govern the Option in all respects. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have the meanings assigned to them in the Plan.

Form of Performance Unit Contract (Not Transferable)
Performance Unit Contract • May 10th, 2012 • Arch Coal Inc • Bituminous coal & lignite surface mining • Delaware

This Contract, by and between Arch Coal, Inc., a Delaware corporation (the “Company”), and (the “Participant”), is made and entered into as a separate inducement in connection with the Participant’s employment and not in lieu of any salary or other compensation for the Participant’s services, pursuant to which the company has awarded up to performance units (“Units”) to the Participant, subject to the provisions of the Arch Coal, Inc. 1997 Stock Incentive Plan, as amended from time to time (the “Plan”), a copy of which has been provided to the Participant, and to the terms and conditions set forth below, which, together with the Performance Unit Grant Memorandum dated to the Participant, constitute the entire understanding between the Company and the Participant with respect to this Contract.

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